NOTICE TO SHAREHOLDERS FOR THE SIX MONTHS ENDED SEPTEMBER 30, MOUNTAIN PROVINCE DIAMONDS INC. Responsibility for Consolidated Financial Statements The accompanying consolidated interim financial statements for Mountain Province Diamonds Inc. have been prepared by management in accordance with Canadian generally accepted accounting principles consistently applied. The most significant of these accounting principles have been set out in the March 31, audited consolidated financial statements. Only changes in accounting information have been disclosed in these consolidated financial statements (Notes 3 and 5). These statements are presented on the accrual basis of accounting. Accordingly, a precise determination of many assets and liabilities is dependent upon future events. Therefore, estimates and approximations have been made using careful judgment. Recognizing that the Company is responsible for both the integrity and objectivity of the consolidated financial statements, management is satisfied that these consolidated financial statements have been fairly presented. These interim unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements for the year ended March 31,.
Consolidated Balance Sheets September 30, March 31, Assets Current assets Cash $ 644,269 $ 65,410 Short-term investments 3,553,929 231,936 Marketable securities (Note 4) 20,415 5,958 Amounts receivable 84,378 37,419 Advances and prepaid expenses 65,584 57,249 4,368,575 397,972 Fixed assets 360,479 - Interest in Gahcho Kué Joint Venture (Note 5) 70,732,957 65,161,533 Total assets $ 75,462,011 $ 65,559,505 Liabilities and Shareholders' Equity Current liabilities Accounts payable and accrued liabilities $ 1,137,248 $ 191,711 Future income tax liabilities (Note 2) 5,359,834 5,686,567 Asset retirement obligation relating to Gahcho Kué Joint Venture (Note 5) 5,255,432 - Shareholders' equity: Share capital (Note 6) 90,266,780 85,870,841 Value assigned to warrants (Note 6) 819,000 - Contributed surplus (Note 6) 969,897 1,264,800 Deficit (28,361,963) (27,455,740) Accumulated other comprehensive income 15,783 1,326 Total shareholders' equity 63,709,497 59,681,227 Total liabilities and shareholders' equity $ 75,462,011 $ 65,559,505 The accompanying notes are an integral part of these interim unaudited consolidated financial statements. Nature of operations (Note 1) Going concern (Note 1) On behalf of the Board of Directors: Jonathan Comerford Patrick Evans Jonathan Comerford, Director Patrick Evans, Director
Consolidated Statements of Operations and Deficit For the Three Months Ended For the Six Months Ended September 30, September 30, (Restated (Restated - (Restated - see Note 2) see Note 2) see Note 2) Expenses: Accretion on asset retirement obligation $ (225,037) $ - $ (225,037) $ - Consulting fees (107,291) (161,604) (244,931) (430,826) Depreciation (84,739) - (84,739) - Gahcho Kué Project management fee (13,428) - (13,428) - Office and administration (136,943) (24,354) (155,343) (48,416) Professional fees (142,982) (58,029) (244,561) (111,030) Promotion and investor relations (138,658) (71,582) (141,317) (74,432) Salary and benefits - (3,628) (21,460) (24,750) Transfer agent and regulatory fees (42,253) (26,627) (77,321) (71,730) Travel (15,841) (15,779) (28,431) (34,727) Net loss for the period before the undernoted (907,172) (361,603) (1,236,568) (795,911) Other earnings: Interest income 2,466 9,698 3,612 23,608 2,466 9,698 3,612 23,608 Net (loss) income before tax recovery (904,706) (351,905) (1,232,956) (772,303) Future income tax recovery (Note 2) 239,747 93,255 326,733 204,660 Net loss for the period (664,959) (258,650) (906,223) (567,643) Deficit, beginning of period (restated see Note 2) (27,697,004) (26,227,143) (27,455,740) (25,918,150) Deficit, end of period $ (28,361,963) $ (26,485,793) $ (28,361,963) $ (26,485,793) Basic and diluted earnings (loss) per share $ (0.01) $ (0.00) $ (0.01) $ (0.01) Weighted average number of shares outstanding 61,970,572 59,932,381 60,963,371 59,926,636 The accompanying notes are an integral part of these interim unaudited consolidated financial statements.
Consolidated Statement of Comprehensive Income For the Three Months Ended For the Six Months Ended September 30, September 30, (Restated (Restated - (Restated - see Note 2) see Note 2) see Note 2) Net (loss) income for the period $ (664,959) $ (258,650) $ (906,223) $ (567,643) Other Comprehensive income Unrealized gain (loss) on marketable securities 13,037 (23,648) 14,457 (23,398) Comprehensive (Loss) Income $ (651,922) $ (282,298) $ (891,766) $ (591,041) Consolidated Statement of Accumulated Other Comprehensive Income (Expressed in Canadian Dollars) For the Six Months Ended September 30, Balance, beginning of period $ 1,326 $ 32,937 Change in fair value of available-for-sale assets - marketable securities 14,457 (23,398) Balance, end of period $ 15,783 $ 9,539 The accompanying notes are an integral part of these interim unaudited consolidated financial statements.
Consolidated Statements of Cash Flows Cash provided by (used in): For the Three Months ended For the Six Months Ended September 30, September 30, (Restated (Restated - (Restated - see Note 2) see Note 2) see Note 2) Operating activities: Net (loss) income for the period $ (664,959) $ (258,650) $ (906,223) $ (567,643) Items not involving cash: Accretion on asset retirement obligation 225,037-225,037 - Depreciation 84,739-84,739 - Future income tax recovery (239,747) (93,255) (326,733) (204,660) Changes in non-cash operating working capital Amounts receivable (45,293) 39,228 (19,222) (29,626) Advances and prepaid expenses 17,121 17,010 3,915 3,708 Accounts payable and accrued liabilities 740,541 (262,058) 806,731 (44,524) 117,439 (557,725) (131,756) (842,745) Investing activities: Deferred exploration and development costs (865,899) (3,180) (887,428) (6,325) (Investment in) redemption of Short-term investments (3,500,847) 467,613 (3,321,993) 703,704 (4,366,746) 464,433 (4,209,421) 697,379 Financing activities: Shares issued under private placement, net of costs 4,319,676-4,319,676 - Shares issued for options exercise 392,000-600,360 34,502 4,711,676-4,920,036 34,502 Decrease (increase) in cash 462,369 (93,292) 578,859 (110,864) Cash, beginning of period 181,900 127,178 65,410 144,750 Cash, end of period $ 644,269 $ 33,886 $ 644,269 $ 33,886 The accompanying notes are an integral part of these interim unaudited consolidated financial statements.
1. Basis of Presentation: The Company is in the process of developing and permitting its mineral properties primarily in conjunction with De Beers Canada Inc. ( De Beers Canada ) (Note 5), and has not yet determined whether these properties contain mineral reserves that are economically recoverable. The underlying value and recoverability of the amounts shown as Interest in Gahcho Kué Joint Venture is dependent upon the ability of the Company and/or its mineral property partner to discover economically recoverable reserves, successful permitting and development, and upon future profitable production or proceeds from disposition of the Company s mineral properties. Failure to discover economically recoverable reserves will require the Company to write-off costs capitalized to date. These consolidated financial statements have been prepared on a going concern basis in accordance with Canadian Generally Accepted Accounting Principles ( GAAP ). The Company s ability to continue as a going concern and to realize the carrying value of its assets and discharge its liabilities is dependent on the discovery of economically recoverable mineral reserves, the ability of the Company to obtain necessary financing to fund its operations, and the future production or proceeds from developed properties. The Company has incurred losses in the six months ended September 30, amounting to $906,223, incurred negative cash flow from operations of $131,756, and will be required to obtain additional sources of financing to complete its business plans going into the future. With approximately $4,198,198 of cash and short-term investments at September 30,, the Company has sufficient capital to finance its operations and the Company s costs of the Gahcho Kué Project for approximately four months (see also Note 5). The Company is currently investigating various sources of additional liquidity to increase the cash balances required for ongoing operations over the foreseeable future. These additional sources include, but are not limited to, share offerings, private placements, credit facilities, and debt, as well as further possible exercises of outstanding options by directors and officers. However, there is no certainty that the Company will be able to obtain financing from any of those sources. As a result, there is substantial doubt as to the Company s ability to continue as a going concern. These financial statements do not reflect adjustments that would be necessary if the going concern assumption were not appropriate. These unaudited consolidated financial statements have been prepared in accordance with Canadian generally accepted accounting principles for interim financial information. Accordingly, they do not include all of the disclosures and notes to the consolidated financial statements required by Canadian generally accepted accounting principles for annual consolidated financial statements and as such should be read in conjunction with the audited consolidated financial statements and the notes thereto for the Company for the year ended March 31,. The consolidated balance sheet at March 31, has been derived from the audited consolidated financial statements at that date but does not include all of the information and footnotes required by Canadian generally accepted accounting principles for annual consolidated financial statements. This interim consolidated financial statements follow the same accounting policies and methods of their application as the Company s most recent annual consolidated financial statements, except with respect to the new and revised accounting standards which the Company is required to adopt under Canadian GAAP for interim and financial statements relating to its fiscal year commencing April 1,. Such new and revised accounting standards are described in Note 3.
2. Restatement of Interim Financial Statements and Future Income Tax Recovery The Company has restated the interim financial statements for the periods starting June 30, to reflect the correct intra-period reallocation of income tax recovery/provision from the three months ended June 30,, to the three months ended December 31, and for the three months ended June 30,. The income tax recovery relates to a portion of previously unrecognized future income tax assets amounting to $111,405 for the three months ended June 30,, $93,255 for the three months ended September 30,, a provision for $30,166 for the three months ended December 31,, and $86,986 for the three months ending June 30,. The effects of the restatement are summarized in the following table: June September September December December June 3 months 3 months 6 months 3 months 9 months 3 months Income Statement Future income tax recovery $ - $ - $ - $ - $ - $ - originally reported Future income tax recovery $ 111,405 $ 93,255 $ 204,660 $ (30,166) $ 174,494 $ 86,986 revised Net loss originally reported $ 420,398 $ 351,905 $ 772,303 $ 814,770 $1,587,073 $ 328,250 Net loss - revised $ 308,993 $ 258,650 $ 567,643 $ 844,936 $1,412,579 $ 241,264 Net loss per share originally $ (0.01) $ (0.01) $ (0.01) $ (0.01) $ (0.03) $ (0.01) reported Net loss per share - revised $ (0.01) $ (0.00) $ (0.01) $ (0.00) $ (0.02) $ (0.00) June September December Balance Sheet Future income tax liability $ 5,909,363 $ 5,909,363 $ 5,909,363 $ 5,686,567 originally reported Future income tax liability - revised $ 5,797,958 $ 5,704,703 $ 5,734,869 $ 5,599,581 Deficit originally reported $26,338,548 $26,690,453 $27,505,223 $27,783,990 Deficit - revised $26,227,143 $26,485,793 $27,330,729 $27,697,004 June There is no impact on the Company s Statement of Cash Flows.
3. Accounting Policies, New and Future Accounting Policy Changes: Accounting Policy (a) Asset Retirement Obligation The Company recognizes the fair value of liabilities for its interest in the asset retirement obligation of the Gahcho Kué Project in the period in which such an obligation occurs and/or in which a reasonable estimate of such costs can be made using the total undiscounted cash flows required to settle the estimated obligation, estimated expected timing of cash flow payments required to settle the obligation and estimated credit-adjusted risk-free discount rates and inflation rates (see Note 5). New Accounting Policies (b) Goodwill and Intangible Assets For interim and annual financial statements relating to its fiscal year commencing April 1,, the Company adopted new CICA Accounting Handbook Section 3064, Goodwill and Intangible Assets, replacing existing Handbook Section 3062 Goodwill and Other Intangible Assets. Section 3064 establishes revised standards for the recognition, measurement, presentation and disclosure of goodwill and intangible assets. There is no impact of this accounting standard on the Company s consolidated financial statements. Future Accounting Policy Changes (c) Business Combinations, Consolidated Financial Statements, Non-Controlling Interests and Comprehensive Revaluation of Assets and Liabilities For interim and annual financial statements relating to its fiscal year commencing April 1, 2011, the Company will be required to adopt new CICA Accounting Handbook Sections 1582, Business Combinations (replacing Section 1581 Business Combinations ), Section 1601 Consolidated Financial Statements, Section 1602 Non-Controlling Interests and Section 1625 Comprehensive Revaluation of Assets and Liabilities. Section 1582, Business Combinations, establishes standards for the accounting of a business combination for which the acquisition date is after the Company s fiscal year ended March 31, 2011. Section 1601, Consolidated Financial Statements, with the new Section 1602, replaces the former Section 1600, Consolidated Financial Statements, and establishes standards for the preparation of consolidated financial statements. Section 1602, Non-Controlling Interests, establishes standards for accounting for a non-controlling interest in a subsidiary in consolidated financial statements subsequent to a business combination. Section 1625, Comprehensive Revaluation of Assets and Liabilities is amended as a result of Sections 1582, 1601 and 1602, and applies prospectively. Sections 1582, 1601, 1602, and 1625 apply to the Company s interim and annual financial statements relating to the Company s fiscal year commencing April 1, 2011. Sections 1601, 1602 and 1625 permit early adoption. The Company has not yet determined the effect if any that the adoption of these new standards will have on its consolidated financial statements. 4. Marketable Securities: The quoted market value of remaining marketable securities at September 30, was $20,415 (September 30, - $14,171). The original cost of these marketable securities at September 30, was $4,632 (September 30, - $4,632).
5. Interest in Gahcho Kué Joint Venture: September 30, Balance at beginning of period $ 65,161,533 $ 64,984,140 Changes in the period Additional mineral interest resulting from the Gahcho Kué Joint Venture Agreement 4,436,403 - Technical consulting 18,384 - Mining lease costs 6,325 3,145 Sunk cost repayment 306,573 - Company portion of feasibility study costs 356,146 - Company portion of project costs 447,593 - Total change in the period 5,571,424 3,145 $ 70,732,957 $ 64,987,285 The Company holds a 49% interest in the Gahcho Kué Project located in the District of Mackenzie, Northwest Territories, Canada, and De Beers Canada Inc. ( De Beers Canada ) holds the remaining 51% interest. The joint venture between the Company and De Beers Canada is governed by an agreement entered into on July 3, (the Agreement ). Under a previous agreement (the 2002 Agreement ) in effect until July 3,, De Beers Canada carried all costs incurred by the Project, and De Beers Canada had no recourse to the Company for repayment of funds until, and unless, the Project is built, in production, and generating net cash flows.
5. Interest in Gahcho Kué Joint Venture (continued): On July 3,, the Company entered the Agreement with De Beers Canada (jointly, the Participants ) under which: 1. The Participants continuing interests in the Gahcho Kué Project will be Mountain Province 49% and De Beers Canada 51%, with Mountain Province s interest no longer subject to the dilution provisions in the 2002 Agreement except for normal dilution provisions which are applicable to both Participants; 2. Each Participant will market their own proportionate share of diamond production in accordance with their participating interest; 3. Each Participant will contribute their proportionate share to the future project development costs; 4. Material strategic and operating decisions are made by consensus of the Participants as long as each Participant has a participating interest of 40% or more; 5. The Participants have agreed that the sunk historic costs to the period ending on December 31, will be reduced and limited to $120 million; 6. Mountain Province will repay De Beers Canada $59 million (representing 49% of an agreed sum of $120 million) in settlement of the Company s share of the agreed historic sunk costs on the following schedule: $200,000 on execution of the Agreement (Mountain Province s contribution to the Joint Venture expenses to date of execution of the Agreement) (paid August ); Up to $5.1 million in respect of De Beers Canada s share of the costs of a feasibility study to be commissioned as soon as possible ($306,573 paid or accrued on behalf of De Beers Canada to September 30, ); $10 million upon the earlier of the completion of a feasibility study with a 15% IRR and/or a decision to build; $10 million following the issuance of the construction and operating permits; $10 million following the commencement of commercial production; and The balance within 18 months following commencement of commercial production; Mountain Province has agreed that the Company s marketing rights under the Agreement may be diluted if the Company defaults on certain of the repayments described above if and when such payments become due. The Agreement s provision for consensus decision-making for material strategic and operating decisions provides the Company with joint control for the Gahcho Kué Project with De Beers Canada, and the Company now accounts for the Project as a Joint Venture. Accordingly, the Company has determined its proportionate share (49%) of the assets, liabilities, revenues and expenses of the joint venture, and recorded them in these consolidated interim financial statements effective July 4,. Below is a summarized balance sheet of what was recorded effective July 4, as a result of the Agreement: July 4, Assets Current assets $ 174,075 Fixed assets 445,218 Interest in Gahcho Kué Joint Venture 5,104,564 Total Assets $ 5,723,857 Liabilities Accounts payable and accruals $ 693,462 Asset retirement obligations 5,030,395 Total Liabilities $ 5,723,857
5. Interest in Gahcho Kué Joint Venture (continued): Summarized below are the results of operations, cash flows and financial position relating to the Company s proportional interest (49%) in the Gahcho Kué Project for the three and six months ended September 30, : Three months ended September 30, Six months ended September 30, Results of Operations Revenues $ - $ - Expenses 323,204 323,204 Proportionate share of net loss $ 323,204 $ 323,204 Three months ended September 30, Six months ended September 30, Cash Flows Cash flow operating activities $ - $ - Cash flow financing activities - - Cash flow investing activities - - Proportionate share of change in cash $ - $ - and cash equivalents September 30, Financial Position Current assets $ 39,987 Long-term assets 65,068,783 Current liabilities (425,775) Long-term liabilities (5,255,432) Proportionate share of net assets $ 59,427,563 Asset Retirement Obligation The fair value of the Gahcho Kué asset retirement obligation was calculated using the total undiscounted cash flows required to settle estimated obligations (estimated to be approximately $24.9 million), expected timing of cash flow payments required to settle the obligations between and 2030, a credit-adjusted risk-free discount rate of 5.35%, and an inflation rate of 2.25%. The balance of the asset retirement obligation is as follows: Balance, beginning of period $ - Asset retirement obligation recorded in the current period as a result of revised and restated joint venture agreement 5,030,395 Accretion recorded during the quarter 225,037 Balance, end of period $ 5,255,432
6. Share Capital and Contributed Surplus: (a) Authorized: Unlimited number of common shares without par value (b) Issued and fully paid: Number of shares Amount Balance, March 31, 59,870,881 $ 85,581,729 Exercise of stock options 61,500 34,502 Value of stock options exercised - 254,610 Balance, March 31, 59,932,381 85,870,841 Exercise of stock options 365,365 600,360 Value of stock options exercised - 294,903 Private placement 3,000,000 4,500,000 Cost of raising capital - (180,324) Value assigned to warrants - (819,000) Balance, September 30, 63,297,746 $ 90,266,780 On August 4,, the Company completed a private placement. An aggregate of 3,000,000 Units of the Company have been issued at a price of $1.50 per Unit for aggregate gross proceeds of $4,500,000, and net proceeds of $4,319,676. Each Unit is comprised of one common share of the Company and one-half of one common share purchase warrant. Each whole warrant entitles the holder to acquire one additional common share at an exercise price of $2.00 for a period of 18 months. (See Note 6(d) for more information about the common share purchase warrants). (c) Stock options: The Company, through its Board of Directors and shareholders, adopted a November 26, 1998 Stock Option Plan (the Plan ) which was amended on February 1, 1999, and subsequently on September 27, 2002. On September 10,, at the Company s annual and special meeting of shareholders, the shareholders approve the amended stock option plan which, among other things, allowed for the plan to be a rolling stock option plan, whereby the maximum number of shares that may be reserved for issuance under the amended stock option plan will be 10% of the Company s issued and outstanding shares at the time of the grant. The Board of Directors has the authority and discretion to grant stock option awards within the limits identified in the Plan, which includes provisions limiting the issuance of options to insiders and significant shareholders to maximums identified in the Plan. At the time of approval of the amended stock option plan, the aggregate maximum number of shares pursuant to options granted under the Plan is not to exceed 6,309,774 shares, and as at September 30,, there were 5,375,139 shares available to be issued under the Plan.
6. Share Capital and Contributed Surplus (continued): (c) Stock options (continued): The following presents the continuity of stock options outstanding: Number of Options Weighted Average Exercise Price Balance, March 31, 461,500 $ 2.47 Granted 900,000 1.26 Exercised (61,500) 0.56 Balance, March 31, 1,300,000 1.72 Exercised (365,365) 1.64 Balance, September 30, 934,635 $ 1.75 The following are the stock options outstanding and exercisable at September 30,. Black- Weighted Expiry Scholes Number of Average Exercise Date Value Options Remaining Life Price November 1, 2010 $ 180,100 100,000 1.08 years 2.63 January 30, 2011 321,100 100,000 1.33 years 4.50 November 23, 2013 468,697 734,635 4.15 years 1.26 $ 969,897 934,635 3.52 years The fair value of the options granted has been estimated on the date of the grant using the Black-Scholes option pricing model with the following assumptions: Fiscal Year: Dividend yield 0% 0% Expected volatility 55.59% 34%-64% Risk-free interest rate 2.57% 4.64% Expected lives 5 years 2.83-10.33 months Weighted average fair value of options issued $0.638 $3.58-$4.14
6. Share Capital and Contributed Surplus (continued): (c) Stock options (continued): On August 25,, the Board of Directors approved a grant of 300,000 options to the President and Chief Executive Officer of the Company as part of a renegotiation of his consulting agreement with the Company. The granting of these options was subject to the approval by the shareholders of the amended stock option plan at the Company s September 10, annual and special meeting, and regulatory approvals of the amended stock option plan, which were obtained on October 2,. The grant date was August 25,, the exercise price is $1.72, and options expire August 24, 2014. The Company has valued these options at $268,405 using the Black-Scholes options pricing model with the following assumptions: Dividend yield 0% Expected volatility 58.65% Risk-free interest rate 2.54% Expected life 5 years Weighted average fair value of options issued $0.8947 The Company will expense the fair value of these options in October as stock-based compensation. (d) Warrants The Company s private placement that closed on August 4,, involved an aggregate of 3,000,000 Units of the Company at a price of $1.50 per Unit. Each Unit is comprised of one common share of the Company and one-half of one common share purchase warrant. Each whole warrant entitles the holder to acquire one additional common share at an exercise price of $2.00 for a period of 18 months. The following is a summary of warrants outstanding at September 30, : Date of Issue Number of Warrants Exercise Price Expiry Date August 4, 1,500,000 $ 2.00 February 4, 2012 The warrants value reflected in these consolidated financial statements was calculated using the Black- Scholes option pricing model with the following assumptions: Dividend yield 0% Expected volatility 79.91% Risk-free interest rate 0.65% Expected lives 18 months Fair value of warrants $0.546
6. Share Capital and Contributed Surplus (continued): (e) Contributed surplus: Amount Balance, March 31, $ 945,210 Recognition of stock-based compensation expense 574,200 Value on exercise of stock options transferred to share capital (254,610) Balance, March 31, 1,264,800 Value on exercise of stock options transferred to share capital (294,903) Balance, September 30, $ 969,897 (f) Shareholder Rights Plan: On August 4, 2006, the Board of Directors of the Company approved a Shareholder Rights Plan (the Rights Plan ). The Rights Plan is intended to provide all shareholders of the Company with adequate time to consider value enhancing alternatives to a take-over bid and to provide adequate time to properly assess a take-over bid without undue pressure. The Rights Plan is also intended to ensure that the shareholders of the Company are provided equal treatment under a takeover bid.